8-K
MultiSensor AI Holdings, Inc. (MSAI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
**Pursuantto Section 13 or 15(**d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):November 12, 2024
MultiSensor AI Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction ofincorporation) | 001-40916<br><br> <br>(Commission File Number) | 86-3938682<br><br> <br>(I.R.S. Employer Identification No.) |
|---|
2105 West Cardinal Drive Beaumont**, Texas** 77705
(Address of principalexecutive offices) (Zip Code)
(866) 861-0788
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | MSAI | The Nasdaq Stock Market LLC |
| Warrants to purchase common stock | MSAIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
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On November 12, 2024, MultiSensor AI Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended September 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by<br> MultiSensor AI Holdings, Inc., dated November 12, 2024 |
| 104 | Cover Page Interactive<br> Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MultiSensor AI Holdings, Inc. | ||
|---|---|---|
| Date: November 12, 2024 | By: | /s/ Peter Baird |
| Name: | Peter Baird | |
| Title: | Chief Financial Officer |
Exhibit 99.1
MultiSensor AI Announces Third Quarter 2024Results
Capital raise strengthens the Company’sbalance sheet positioning the Company for future growth and investment in innovation.
Houston, TX, November 12, 2024 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in AI-powered industrial condition-based maintenance and process control solutions announced results for the third quarter ended September 30, 2024.
Financial Highlights:
| · | Year to date revenue increased 57% year over year to $6.0 million from $3.8 million; Q3 revenue increased<br>7% year over year to $1.6 million from $1.5 million. |
|---|---|
| · | Overall liquidity increased as the Company’s cash position grew to $8.6 million as of September<br>30, 2024, from $0.2 million as of June 30, 2024. |
| · | Total liabilities decreased to $3.3 million as of September 30, 2024, from $14.9 million as of June 30,<br>2024, as the Company focuses on maintaining a conservative balance sheet. |
Strategic Business Highlights:
| · | Closed on a combined $26.5 million in public and private equity offerings in July 2024 |
|---|---|
| · | Announced strategic partner relationships with Seek Thermal and IndustrAI Sàrl, which the<br>Company anticipates will expand the offering of MSAI’s multi-sensor solutions to additional applications and geographies. |
David Gow, MultiSensor AI’s Chair, commented: "The capital raise during the quarter is a significant step forward for the Company, strengthening our balance sheet and providing the resources we believe are needed to allow us to drive sustainable growth. It will enable us to invest in innovation, expand our capabilities, and seize new opportunities that align with our long-term vision. We believe we are well-positioned to deliver greater value to our stakeholders and to continue pushing the boundaries in our industry."
The Company’s Quarterly Report is filed with the SEC, and is available at www.sec.gov as well as in the Investor Relations section of the Company’s website (www.multisensorai.com).
About MultiSensor AI
MultiSensor AI provides turnkey predictive maintenance and process control solutions, which combine cutting edge imaging and sensing technologies with AI-powered enterprise software. Powered by AWS, MSAI's software leverages a continuous stream of data from thermal imaging, visible imaging, acoustic imaging, vibration sensing, and laser sensing devices to provide comprehensive, real-time condition monitoring for a customer's critical assets, processes, and manufactured outputs. This full-stack solution measures heat, vision, vibration, and gas in the surrounding environment, helping companies gain predictive insights to better manage their asset reliability and manufacturing processes. MSAI Cloud and MSAI Edge software solutions are deployed by organizations to protect critical assets across a wide range of industries including distribution & logistics, manufacturing, utilities, and oil & gas.
For more information, please visit https://www.multisensorai.com
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as "will," "believe," "anticipate," "expect," "estimate," "intend," "plan," or their negatives or variations of these words, or similar expressions. All statements contained in this press release that do not strictly relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s expectations regarding its financial outlook, strategic priorities and objectives, future plans, plans to expand to additional applications and geographies, business prospects and financial performance. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including the "Risk Factors" section of the Company's Annual Report on Form 10-Q filed with the SEC on November 12, 2024 and the Company's other periodic filings with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. Any forward-looking statement made in this press release is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Media & Investor Contact:
Alpha IR Group
Mike Cummings or Griffin Morris
MSAI@alpha-ir.com
Source: MultiSensor AI, Inc.
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statementsof Operations
(unaudited)
(Amounts in thousands of U.S.dollars, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue, net | $ | 1,602 | $ | 1,499 | $ | 6,002 | $ | 3,816 | ||||
| Cost of goods sold (exclusive of depreciation) | 533 | 452 | 2,240 | 1,476 | ||||||||
| Inventory impairment | 2,038 | — | 2,272 | 1,386 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 6,098 | 2,848 | 12,072 | 8,518 | ||||||||
| Share-based compensation expense | 29 | 89 | 3,355 | 262 | ||||||||
| Depreciation | 307 | 223 | 878 | 624 | ||||||||
| Loss (gain) on asset disposal | 342 | (1 | ) | 342 | (18 | ) | ||||||
| Other loss | 930 | — | 930 | — | ||||||||
| Total operating expenses | 7,706 | 3,159 | 17,577 | 9,386 | ||||||||
| Operating loss | (8,675 | ) | (2,112 | ) | (16,087 | ) | (8,432 | ) | ||||
| Interest expense | — | 18 | 4 | 63 | ||||||||
| Interest expense, related parties | — | 19 | 59 | 51 | ||||||||
| Loss (gain) in fair value of convertible notes | — | (266 | ) | 475 | (699 | ) | ||||||
| Gain in fair value of warrants liabilities | — | — | (38 | ) | — | |||||||
| Loss on Financing Transaction | — | — | 1,381 | — | ||||||||
| Tariff refund | — | — | — | (2,401 | ) | |||||||
| Other (income) expenses, net | (85 | ) | — | 893 | — | |||||||
| Loss before income taxes | (8,590 | ) | (1,883 | ) | (18,861 | ) | (5,446 | ) | ||||
| Income tax expense (benefit) | (395 | ) | (8 | ) | (351 | ) | (11 | ) | ||||
| Net loss | $ | (8,195 | ) | $ | (1,875 | ) | $ | (18,510 | ) | $ | (5,435 | ) |
| Weighted-average shares outstanding, basic and diluted | ||||||||||||
| Basic | 24,268,186 | 539,271 | 16,639,114 | 539,271 | ||||||||
| Diluted | 24,268,186 | 539,271 | 16,639,114 | 539,271 | ||||||||
| Net loss per share, basic and diluted | ||||||||||||
| Basic | (0.34 | ) | (3.48 | ) | (1.11 | ) | (10.08 | ) | ||||
| Diluted | (0.34 | ) | (3.48 | ) | (1.11 | ) | (10.08 | ) |